CASH 2018 Special Proxy Statement

• any issuance, sale or other disposition of (including by way of merger, consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to purchase or securities convertible into, such securities) representing 20% or more of the votes attached to the outstanding securities of Crestmark or Crestmark Bank; • any tender offer or exchange offer that, if consummated, would result in any third party or group beneficially owning 20% or more of any class of equity securities of Crestmark or Crestmark Bank; or • any transaction which is similar in form, substance or purpose to any of the transactions listed above, or any combination of these types of transactions. If Crestmark receives a bona fide unsolicited written acquisition proposal that did not result from a breach of the non-solicitation provisions in the merger agreement as discussed above, the Crestmark board of directors may participate in discussions or negotiations regarding the unsolicited acquisition proposal if the Crestmark board of directors first determines in good faith, after consultation with its outside legal counsel and outside financial advisor, that such acquisition proposal is or is reasonably likely to lead to a superior proposal, and its failure to take action on such proposal would be inconsistent with its fiduciary duties to its shareholders under applicable law, provided that Crestmark provides Meta with at least three business days’ prior notice of such determination and any person making such alternate proposal signs a confidentiality agreement with terms no less favorable than the confidentiality agreement with Meta. A “superior proposal” means a bona fide, unsolicited acquisition proposal that: • if consummated, would result in a third party (or in the case of a direct merger between such third party and Crestmark or its subsidiaries, the shareholders of such third party) acquiring, directly or indirectly, more than 50% of the outstanding Crestmark common stock or more than 50% of the assets of Crestmark and its subsidiaries, taken as a whole, for consideration consisting of cash and/or securities, and • the Crestmark board of directors reasonably determines in good faith, after consultation with its outside financial advisor and outside legal counsel, (1) is reasonably capable of being completed on a timely basis, taking into account all financial, legal, regulatory and other aspects of such proposal, including all conditions contained therein and the person making such acquisition proposal, and (2) taking into account any changes to the merger agreement proposed by Meta in response to such acquisition proposal, and all financial, legal, regulatory and other aspects of such takeover proposal, including all conditions contained therein and the person making such proposal, is more favorable to the shareholders of Crestmark from a financial point of view than the merger with Meta. Crestmark has agreed to promptly, and in any event within 24 hours, notify Meta in writing if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, Crestmark or any of its representatives, in each case in connection with any acquisition proposal and to keep Meta informed, on a reasonably current basis, of the status and terms of any such proposal, offer, information request, negotiations or discussions (including any amendments or modifications to such proposal, offer or request). Crestmark has also agreed to provide Meta with any non-public information about Crestmark or any of its subsidiaries provided to any other person that was not previously provided to Meta, no later than the date provided to such other person. In addition, under the merger agreement, Crestmark agreed that its board of directors, or any committee thereof, will not: • withdraw, qualify, amend or modify, or propose to withdraw, qualify, amend or modify, in a manner adverse to Meta in connection with the transactions contemplated by the merger agreement (including the merger), its recommendation that Crestmark shareholders vote to approve the merger agreement (including failing to reaffirm its recommendation if requested by Meta), or make any statement, filing or release inconsistent with its recommendation; 81